1. Name and Address of Reporting Person
Keler, Marianne M.
11600 Sallie Mae Drive
Reston, VA 20193
2. Issuer Name and Ticker or Trading Symbol
USA Education, Inc. (SLM)
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
2001
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director ( ) 10% Owner
(X) Officer (give title below) ( ) Other (specify below)
Senior Vice President
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
TABLE I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
+---------------------------------+----------+-------------+-----------------------------+----------------+-----------+------------+
|1. Title of Security |2. Trans- |3. Trans- |4. Securities Acquired (A) |5. Amount of |6. Owner- |7. Nature |
| | action | action | or Disposed of (D) | Securities | ship | of In- |
| | Date | Code | | Beneficially | Form: | direct |
| | | | | Owned at | Direct | Bene- |
| | (Month/ | | | End of | (D) or | ficial |
| | Day/ | +-----------+------+----------+ Year | Indirect| Owner- |
| | Year) | |Amount |A/D |Price | | (I) | ship |
+---------------------------------+----------+-------------+-----------+------+----------+----------------+-----------+------------+
Common Stock 12/28/2001 G -50 D $83.5000 D
Common Stock 12/31/2001 G -100 D $0.0000 58804 D
Common Stock 6916.26 I By 401k Plan
Common Stock 12/31/2001 A 100 A $0.0000 100 I By Son
Phantom Stock Units 12/31/2001 A 3635.6 A $0.0000 14230.53 D
TABLE II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
+-------------+--------+----------+---------+-----------+---------------------+----------------+----------+--------+-------+-------+
|1. |2. |3. |4. |5. |6. |7. |8. |9. |10. |11. |
| | | | | | | | |Number |Owner- | |
| | | | | | | | |of |ship | |
| | | | | | | | |Deriv- |Form of| |
| | | | | | |Title and Amount| |ative |Deriv- | |
| | | | | | |of Underlying | |Secur- |ative |Nature |
| |Conver- | | |Number of | |Securities | |ities |Secur- |of |
| |sion or | | |Derivative |Date Exercisable +-------+--------+ |Benefi- |ity: |In- |
| |Exercise| | |Securities |and Expiration Date | |Amount | |cially |Direct |direct |
| |Price of|Transac- |Transac- |Acquired(A)|(Month/Day/Year) | |or | |Owned |(D) or |Bene- |
|Title of |Deriv- |tion Date |tion Code|Disposed(D)+----------+----------+ |Number |Price of |at End |In- |ficial |
|Derivative |ative |(Month/ | +-----+-----+Date Exer-|Expira- | |of |Derivative|of |direct |Owner- |
|Security |Security|Day/Year) | |(A) |(D) |cisable |tion Date |Title |Shares |Security |Year |(I) |ship |
+-------------+--------+----------+---------+-----+-----+----------+----------+-------+--------+----------+--------+-------+-------+
Stock Options $60.5 01/15/2001 A 12500 01/15/2011 Common 125000 $60.5000 125000 D
(Right to buy) 0 Stock
Stock Options $72.26 02/22/2001 A 72706 02/22/2002 08/13/2007 Common 72706 $72.2600 72706 D
(Right to buy) Stock
Stock Options $80.71 08/08/2001 A 33172 08/08/2002 08/13/2007 Common 33172 $80.7100 33172 D
(Right to buy) Stock
Phantom Stock $0 12/31/2001 A 31.76 Common 31.76 $0.0000 274.78 D
Units Stock
Explanation of Responses:
Includes shares acquired under the 401k Plan.
Includes shares acquired under the Officer Deferred Compensation Plan. Units
are settled in the Company's common stock.
The phantom stock units accrued under the Officers Deferred Compensation Plan on
various dates since reporting person's last report at the prevailing market
price.
These options become exercisable upon the Company's common stock having a
closing price on the New York Stock Exchange of $45.60, for five days, they also
become exercisable on the fifth anniversary of the grant (June 14, 2005), but no
sooner than one year from the grant date.
Conversion or Exercise Price of Derivative Security is 1 to 1.
Phantom Stock Units accrued under the Supplemental 401k Plan are to be settled
in cash and/or the Company's common stock upon the reporting person's retirement
from the company.
SIGNATURE OF REPORTING PERSON
/s/Mary F. Eure (POA)
DATE
02/14/2002